-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LYfS9Fgo5jf3ptAXEH420IiZd7u5EN1np0hfIZRHiBnn8iSVrOV/AT4grPzZr82p Hmk3sikiBRyxvhxfI2GzXA== 0000891020-97-000818.txt : 19970514 0000891020-97-000818.hdr.sgml : 19970514 ACCESSION NUMBER: 0000891020-97-000818 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPE & TALBOT INC /DE/ CENTRAL INDEX KEY: 0000311871 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 940777139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07852 FILM NUMBER: 97602440 BUSINESS ADDRESS: STREET 1: 1500 SW FIRST AVE CITY: PORTLAND STATE: OR ZIP: 97201 BUSINESS PHONE: 5032289161 MAIL ADDRESS: STREET 1: 1500 S W FIRST AVE CITY: PORTLAND STATE: OR ZIP: 97201 10-Q 1 EDGAR FORM 10-Q FOR POPE & TALBOT, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File No. 1-7852 POPE & TALBOT, INC. Delaware 94-0777139 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1500 S.W. 1st Ave., Portland, Oregon 97201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 228-9161 NONE Former name, former address and former fiscal year, if changed since last report. Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the latest practicable date. Common stock, $1 par value - 13,363,779 shares as of May 6, 1997 2
Page No. -------- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements: Consolidated Condensed Balance Sheets - March 31, 1997 and December 31, 1996 2 Consolidated Statements of Income - Three Months Ended March 31, 1997 and 1996 3 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996 4 Notes to Consolidated Condensed Financial Statements 5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-8 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 9 ITEM 6. Exhibits and Reports on Form 8-K 9-12
3 PART I. POPE & TALBOT, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Dollars in Thousands)
March 31, December 31, 1997 1996 --------- --------- ASSETS Current assets: Cash and cash equivalents $ 33,882 $ 32,208 Accounts receivable 44,666 39,170 Inventories: Raw materials 43,620 49,353 Finished goods 34,211 31,683 --------- --------- 77,831 81,036 Prepaid expenses 12,527 12,088 --------- --------- Total current assets 168,906 164,502 Properties: Plant and equipment 458,959 458,281 Accumulated depreciation (273,631) (266,862) --------- --------- 185,328 191,419 Land and timber cutting rights 10,155 10,247 --------- --------- Total properties 195,483 201,666 Other assets: Deferred income tax assets, net 23,158 21,871 Goodwill, net of amortization 3,822 3,863 Other 15,845 16,027 --------- --------- Total other assets 42,825 41,761 --------- --------- $ 407,214 $ 407,929 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 31,100 $ 30,000 Current portion of long-term debt 488 488 Accounts payable and accrued liabilities 53,920 55,215 Income taxes 2,131 1,364 --------- --------- Total current liabilities 87,639 87,067 Noncurrent liabilities: Reforestation 17,620 16,721 Postretirement benefits 13,061 12,887 Long-term debt, net of current portion 107,907 108,026 --------- --------- Total noncurrent liabilities 138,588 137,634 Stockholders' equity: Common stock 13,972 13,972 Additional paid-in capital 35,976 35,976 Retained earnings 149,402 150,563 Cumulative translation adjustments (7,252) (6,172) Less treasury shares at cost (11,111) (11,111) --------- --------- Total stockholders' equity 180,987 183,228 --------- --------- $ 407,214 $ 407,929 ========= =========
The accompanying notes are an integral part of these consolidated condensed balance sheets. 2 4 POPE & TALBOT, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in Thousands Except Per Share Amounts)
Three months ended March 31, ------------------------------- 1997 1996 ------------ ------------ Revenues: Wood products $ 64,314 $ 54,047 Pulp and paper products 52,560 56,635 ------------ ------------ Total 116,874 110,682 Costs and expenses: Cost of sales: Wood products 56,440 49,904 Pulp and paper products 51,000 58,032 Selling, general and administrative 4,870 4,818 Interest, net 2,189 2,537 ------------ ------------ Total 114,499 115,291 Income (loss) before income taxes and discontinued operations 2,375 (4,609) Income tax provision (benefit) 997 (1,844) ------------ ------------ Income (loss) from continuing operations 1,378 (2,765) Discontinued operations: Gain on disposal of discontinued operations (Net of applicable income taxes of $2,074) - 3,110 ------------ ------------ Net income $ 1,378 $ 345 ============ ============ Income (loss) per common share: Income (loss) from continuing operations $ .10 $ (.20) Income from discontinued operations - .23 ------------ ------------ Net income $ .10 $ .03 ============ ============ Cash dividends per common share $ .19 $ .19 ============ ============ Weighted average number of common shares outstanding 13,363,779 13,363,779 ============ ============
The accompanying notes are an integral part of these consolidated condensed financial statements. 3 5 POPE & TALBOT, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands)
Three months ended March 31, ---------------------- 1997 1996 -------- -------- Cash flow from operating activities: Net income $ 1,378 $ 345 Adjustments to reconcile net income to net cash provided by (used for) operating activities: Depreciation and amortization 7,537 8,055 Gain on disposal of discontinued operations - (5,184) Increase (decrease) in: Accounts payable and accrued liabilities (1,295) (13,283) Income taxes 767 (3,788) Reforestation 1,076 1,049 Postretirement benefits 174 174 Decrease (increase) in: Accounts receivable (5,496) 4,366 Inventories 3,205 (3,900) Deposits on timber purchase contracts 40 (983) Prepaid expenses (409) (626) Deferred income taxes (1,315) - Other assets (782) 348 -------- -------- Net cash provided by (used for) operating activities 4,880 (13,427) Cash flow from investing activities: Capital expenditures (1,650) (677) Proceeds from disposal of discontinued operations - 50,500 Proceeds from sale of Paragon Trade Brands, Inc. common stock - 4,819 Proceeds from sale of other properties 2 1,527 -------- -------- Net cash provided by (used for) investing activities (1,648) 56,169 Cash flow from financing activities: Net increase (decrease) in short-term borrowings 1,100 (40,500) Net reduction of long-term debt (119) (10,112) Cash dividends (2,539) (2,539) -------- -------- Net cash used for financing activities (1,558) (53,151) -------- -------- Increase (decrease) in cash and cash equivalents 1,674 (10,409) Cash and cash equivalents at beginning of period 32,208 13,826 -------- -------- Cash and cash equivalents at end of period $ 33,882 $ 3,417 ======== ========
The accompanying notes are an integral part of these consolidated condensed financial statements. 4 6 POPE & TALBOT, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS March 31, 1997 and 1996 (Unaudited) 1. General The consolidated condensed interim financial statements have been prepared by the Company without audit and are subject to normal recurring year-end adjustments. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (all of which are of a normal recurring nature) necessary to present fairly the financial position of the Company as of March 31, 1997 and December 31, 1996, and the results of operations and changes in cash flows for the three months ended March 31, 1997 and 1996. It is suggested that these interim statements be read in conjunction with the financial statements and notes thereto contained in the Company's 1996 report on Form 10-K. The results of operations for the three months ended March 31, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. 2. Income Taxes The income tax provision is estimated on an interim basis using the best available information for projected results for the entire year. 3. Earnings per Share Per share information is based on the weighted average number of common shares outstanding during each period. Refer to Exhibit 11.1 of this filing for the computation of average common shares outstanding and earnings per share. 5 7 POPE & TALBOT, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MARCH 31, 1997 AND 1996 (unaudited) RESULTS OF OPERATIONS Solid wood products operating profits and break-even results in the pulp and paper segment led to first quarter 1997 net income of $1,378,000, or $.10 per share, for Pope & Talbot, Inc. (the Company). The 1997 first quarter income compared to a loss from continuing operations of $2,765,000, or $.20 per share, in the first quarter of 1996. Additionally, in the first quarter of 1996, the Company reported a gain on the disposal of its discontinued disposable diaper business of $3,110,000, or $.23 per share. Revenues of $116,874,000 in the first quarter 1997 were 6 percent higher than those in the 1996 first quarter reflecting increased lumber sales which more than offset lower pulp and wood chip revenues. In the wood products segment, earnings of $6.8 million in the first quarter of 1997 were substantially improved over first quarter 1996 income of $3.0 million. The 1996 first quarter results included a $2.1 million gain related to the sale of sawmill equipment at Port Gamble. The Port Gamble facility was permanently shut down in the fourth quarter of 1995. This segment comprised 55 percent of 1997 first quarter sales. Total 1997 first quarter wood products revenues of $64.3 million were 19 percent higher than first quarter 1996 revenues reflecting increased lumber prices and volumes which more than offset lower residual wood chip prices. Overall lumber prices in the first quarter of 1997 remained strong at levels slightly better than the 1996 fourth quarter. First quarter 1997 lumber prices were about 31 percent higher than for the corresponding period of 1996. Although lumber prices have remained strong, the sawmills' residual chip markets in the Pacific Northwest and British Columbia remain weak, reflecting the continued poor world pulp markets. First quarter 1997 chip prices were only half the first quarter 1996 price levels and were down about 10 percent from the 1996 fourth quarter averages. The Company uses residual chips in its pulp business which mitigates somewhat the impact of these low chip prices in the lumber business. However, the Company produces more residual chips in its lumber business than it consumes in the pulp business, so on balance, weak chip prices have a detrimental impact on the Company's overall operating results. Lumber sales volume of 139 million board feet in the first quarter of 1997 approximated the 1997 first quarter sawmill capacity and compared to shipments of 130 million board feet in the first quarter of 1996. The year-to-year volume increase reflected increased production at the Company's Canadian sawmills to take advantage of the favorable lumber markets. During 1996, U.S. and Canadian trade negotiators reached an agreement establishing volume quotas on Canadian softwood lumber shipments to the U.S. The agreement specifies on a company by company basis the lumber volumes which may be shipped to the U.S. tariff-free and those volumes subject to a per thousand board foot tariff. March 31, 1997, represented the end of the first fiscal year lumber quota period related to this agreement. During the 1997 first quarter, shipments from the Company's Canadian sawmills into the U.S. resulted in tariff charges of about $0.9 million. Approximately 75 percent of the Company's 1997 lumber capacity is located in British Columbia, Canada. 6 8 The pulp and paper segment, which represented 45 percent of first quarter 1997 revenues, broke even in the first quarter of 1997 compared to a loss of $2.9 million in the first quarter of 1996. The 1997 first quarter results reflect profitable tissue operations which offset continued losses in the Company's pulp business. Segment revenues of $52.6 million were down 7 percent from the first quarter of 1996 due mainly to lower tissue and pulp pricing which more than offset improved tissue and pulp volumes. The Company's pulp business, which comprised approximately 17 percent of first quarter 1997 revenues, continued to incur losses as the industry suffered from high inventory levels and poor market pulp prices. Pulp pricing peaked in the fourth quarter of 1995 followed by a rapid decline at the end of 1995 which continued through the first quarter of 1996. Pulp prices for the balance of 1996 approximated the low end of first quarter 1996 levels and prices in the first quarter of 1997 fell even further. First quarter 1997 Company pulp prices were 8 percent below the already depressed 1996 fourth quarter levels and were 30 percent lower than the 1996 first quarter prices. First quarter 1997 pulp prices were nearly 50 percent below prices realized at the fourth quarter 1995 peak. The Company sold about half of its first quarter 1997 and 1996 pulp volumes to the Grays Harbor Paper Company (Grays Harbor). Under the Company's supply agreement with Grays Harbor, pulp prices are tied to a formula based on white paper prices which typically move on a different cycle than market pulp. During 1996, the Company benefited from this pricing formula because white paper prices did not fall as rapidly as market pulp prices. In the first quarter of 1997, however, Grays Harbor and market pulp pricing were relatively comparable. As discussed for the Company's wood products segment, residual wood chip prices remained low in the first quarter of 1997. Consistent with these low residual wood chip prices, sawdust costs also remained low in the 1997 first quarter. The low sawdust costs are significant in that sawdust pulp represented over half of first quarter 1997 pulp production. These low chip and sawdust prices have helped somewhat to offset the impact of the depressed pulp sales prices. During the 1997 first quarter, the Halsey mill operated at approximately 97 percent of capacity compared to 80 percent of capacity production in the 1996 first quarter. The below-capacity 1996 production related mainly to a market induced 2-week shutdown taken at the end of the first quarter combined with a 3-day flood-caused shutdown in February 1996. The Company's tissue business, which represented about 28 percent of 1997 first quarter revenues, generated profits in the first quarter of 1997 which exceeded the small profits produced in the corresponding 1996 period. This improved profitability reflected higher tissue volumes, lower wastepaper costs and improved operating efficiencies at the Ransom, Pennsylvania facility which more than offset lower tissue prices. During 1996, particularly in the first quarter, the Company worked through the process of rebuilding lost business and correcting operating inefficiencies resulting from the seven-month 1995 labor strike at the Ransom facility. This labor strike was settled late in the 1995 fourth quarter. Due mainly to these Ransom improvements, tissue sales volume in the first quarter of 1997 was 12 percent higher than the comparable 1996 period. After several years of poor tissue pricing, the Company benefited from continuously improving prices during 1995 and early 1996. During the second quarter of 1996, Procter & Gamble and Kimberly-Clark announced 6 to 8 percent average tissue price reductions and the Company responded by decreasing tissue prices in the second and third quarters of 1996. First quarter 1997 tissue prices were essentially flat relative to the fourth quarter of 1996, but were 9 percent lower than first quarter 1996 prices. After being pushed to record levels during 1995, wastepaper pricing began to decline at year-end 1995 and accelerated through the first quarter of 1996 consistent with market pulp prices. The Company's wastepaper costs have remained fairly stable since the dramatic decreases 7 9 early in 1996. First quarter 1997 wastepaper costs were 16 percent below those in the first quarter 1996 and approximated the fourth quarter 1996 prices. During the first quarter 1997, the tissue business operated essentially at capacity. LIQUIDITY AND CAPITAL RESOURCES During the first quarter of 1997, operations generated cash of $4.9 million. Income before non-cash charges for depreciation and amortization generated $8.9 million of cash. Increases in accounts receivable related mainly to higher pulp business export sales in March 1997 used cash of $5.5 million. Reductions of inventories related primarily to decreases in the relatively large year-end Canadian log inventories generated cash of $3.2 million. Capital spending of $1.7 million in the first quarter of 1997 was used primarily for relatively small, business-sustaining projects. The Company anticipates that approximately $5 million will be required to complete previously approved projects and that total capital spending for 1997 will approximate $15 million. It is anticipated that capital spending for the remainder of the year will be financed from internally generated cash and, if necessary, from the Company's line of credit. The Company returned $2.5 million to shareholders in the form of dividends in the first quarter of 1997. The Company currently has a $75 million revolving-credit agreement under which $22 million was outstanding at March 31, 1997, leaving an unused balance of $53 million. The Company also has a $10 million uncommitted credit line which is used primarily to facilitate cash management activities. This uncommitted credit line had $9.1 million outstanding at March 31, 1997. FACTORS THAT MAY AFFECT FUTURE RESULTS Statements in this report or in other Company communications, such as press releases, may relate to future events or the Company's future performance and such statements are forward-looking statements. Such forward-looking statements are based on present information the Company has related to its existing business circumstances. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may differ materially from such forward-looking statements. Factors that may result in such variances include, but are not limited to, changes in commodity prices and other economic conditions, actions by competitors, changing weather conditions and natural phenomena, actions by government authorities, uncertainties associated with legal proceedings and future decisions by management in response to changing conditions. Such factors are discussed in this report on Form 10-Q as well as in the Company's Annual Report on Form 10-K. 8 10 PART II. ITEM 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Shareholders was held on April 30, 1997. The following members were elected to the Company's Board of Directors to hold office for three-year terms expiring in 2000.
Nominee In Favor Withheld ------- -------- -------- Gordon P. Andrews 12,322,904 (98.5%) 186,616 (1.5%) Peter T. Pope 11,296,494 (90.3%) 1,213,026 (9.7%) Brooks Walker, Jr. 11,284,870 (90.2%) 1,224,650 (9.8%)
Additionally, the following directors were elected in previous years to three-year terms on the Company's Board of Directors and will continue their terms of office: Hamilton W. Budge, Charles Crocker, Michael Flannery, Warren E. McCain, Robert Stevens Miller, Jr. and Hugo G.L. Powell. The results of the voting on the ratification of selection of Arthur Andersen LLP as independent public accountants was as follows:
In Favor Opposed Abstained -------- ------- --------- 12,434,111 (99.4%) 25,716 (0.2%) 49,693 (0.4%)
ITEM 6. Exhibits and Reports on Form 8-K
Exhibits 3.1 Certificate of Incorporation, as amended. (Incorporated herein by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) 3.2 Bylaws. (Incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.) 4.1 Indenture, dated June 2, 1993, between the Company and Chemical Trust Company of California as Trustee with respect to the Company's 8-3/8% Debentures due 2013. (Incorporated herein by reference to Exhibit 4.1 to the Company's registration statement on Form S-3 filed April 6, 1993.) 4.2 Revolving Credit Agreement, dated May 6, 1992, among the Company and United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992.) 4.3 Rights Agreement, dated as of April 13, 1988, between the Company and The Bank of California, as rights agent. (Incorporated herein by reference to Exhibit 4(e) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.)
9 11 4.4 Extension Agreement, dated as of June 30, 1994, to the Revolving Credit Agreement, dated May 6, 1992, among the Company and United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994.) 4.5 Modification Agreement, dated as of October 31, 1994, to the Revolving Credit Agreement, dated May 6, 1992, among the Company and United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994.) 4.6 Modification Agreement, dated as of December 31, 1994, to the Revolving Credit Agreement, dated May 6, 1992, among the Company and United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Continental Bank N.A.; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994.) 4.7 Extension/Modification Agreement dated as of June 30, 1995, to the Revolving Credit Agreement, dated May 6, 1992, among the Company and United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Bank of America Illinois, fka Continental Bank; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.) 4.8 Modification Agreement dated as of October 16, 1995, to the Revolving Credit Agreement, dated May 6, 1992, among the Company and United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Bank of America Illinois; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995.) 4.9 Modification Agreement, dated as of January 22, 1996, to the Revolving Credit Agreement, dated May 6, 1992, among the Company and United States National Bank of Oregon; CIBC Inc.; ABN AMRO Bank N.V.; Bank of America Illinois; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 8, 1996.) 4.10 Revolving Line of Credit Agreement, dated July 25, 1996, between the Company and the United States National Bank of Oregon. (Incorporated herein by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for the year ended December 31,1996.) 4.11 Modification Agreement, dated as of November 18, 1996, to the Revolving Credit Agreement, dated May 6, 1992, among the Company and the United States National Bank of Oregon; CIBC, Inc.; ABN AMRO Bank N.V.; Bank of America Illinois; and Wachovia Bank of Georgia, National Association. (Incorporated herein by reference to Exhibit 4.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996.)
10 12 10.1 Executive Compensation Plans and Arrangements --------------------------------------------- 10.1.1 Stock Option and Appreciation Plan. (Incorporated herein by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) 10.1.2 Executive Incentive Plan. (Incorporated herein by reference to Exhibit 10(b) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) 10.1.3 Restricted Stock Bonus Plan. (Incorporated herein by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) 10.1.4 Deferral Election Plan. (Incorporated herein by reference to Exhibit 10(d) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.) 10.1.5 Supplemental Executive Retirement Income Plan. (Incorporated herein by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) 10.1.6 Form of Severance Pay Agreement among the Company and certain of its executive officers. (Incorporated herein by reference to Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) 10.1.7 1996 Non-Employee Director Stock Option Plan. (Incorporated herein by reference to Exhibit 10.1.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.) 10.2 Lease agreement between the Company and Pope Resources, dated December 20, 1985, for Port Gamble, Washington sawmill site. (Incorporated herein by reference to Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) 10.3 Lease agreement between the Company and Shenandoah Development Group, Ltd., dated March 14, 1988, for Atlanta diaper mill site as amended September 1, 1988 and August 30, 1989. (Incorporated herein by reference to Exhibit 10(h) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) 10.4 Lease agreement between the Company and Shenandoah Development Group, Ltd., dated July 31, 1989, for additional facilities at Atlanta diaper mill as amended August 30, 1989 and February 1990. (Incorporated herein by reference to Exhibit 10(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 1990.) 10.5 Grays Harbor Paper L.P. Amended and Restated Pulp Sales Supply Contract, dated September 28, 1994 (with certain confidential information deleted). (Incorporated herein by reference to Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994.) 10.6 Province of British Columbia Tree Farm License No. 8, dated March 1, 1995. (Incorporated herein by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.)
11 13 10.7 Province of British Columbia Tree Farm License No. 23, dated March 1, 1995. (Incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.) 10.8 Province of British Columbia Forest License A18969, dated December 1, 1993. (Incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.) 11.1 Statement showing computation of per share earnings. 27.1 Financial Data Schedule.
The undersigned registrant hereby undertakes to file with the Commission a copy of any agreement not filed under exhibit item (4) above on the basis of the exemption set forth in the Commission's rules and regulations. Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the three months ended March 31, 1997. 12 14 POPE & TALBOT, INC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. POPE & TALBOT, INC. ------------------------ Registrant Date: May 13, 1997 /s/ C. Lamadrid ------------------------- C. Lamadrid Senior Vice President and Chief Financial Officer EX-11.1 2 COMPUTATION OF EARNINGS PER SHARE 1 Exhibit 11.1 POPE & TALBOT, INC. STATEMENT SHOWING CALCULATION OF AVERAGE COMMON SHARES OUTSTANDING AND EARNINGS PER AVERAGE COMMON SHARE
Three Months Ended March 31, ---------------------------- 1997 1996 ----------- ----------- Weighted average number of common shares outstanding 13,363,779 13,363,779 Application of the "treasury stock" method to the stock option plan 993 - ----------- ----------- Total common and common equivalent shares, assuming full dilution 13,364,772 13,363,779 =========== =========== Net income $ 1,378,000 $ 345,000 =========== =========== Net income per common share, assuming full dilution $ .10 $ .03 =========== ===========
The computation of primary net income per common share is not included because the computation can be clearly determined from the material contained in this report. EX-27.1 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE POPE & TALBOT, INC. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1996 MAR-31-1997 33,882 0 44,666 0 77,831 168,906 469,114 273,631 407,214 87,639 107,907 0 0 13,972 167,015 407,214 116,874 116,874 107,440 107,440 0 0 2,189 2,375 997 1,378 0 0 0 1,378 .10 .10
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